EX-99.2 3 tmus12312019ex992.htm TMUS EXHIBIT 99.2 Exhibit
EXHIBIT 99.2
a4q19fbcover.jpg

1


 
T-Mobile US, Inc.
 
 
Investor Factbook
 
T-Mobile US Reports Fourth Quarter and Full Year 2019 Results
T-Mobile Reports Record Financials and Strong Customer Growth in FY 2019, Beating Increased Guidance while Balancing Growth and Profitability
In Q4 2019 Total Net Additions of 1.9M, Branded Postpaid Phone Net Additions of 1.0M, Record Service Revenues of $8.7B, Strong Q4 Net Income of $751M and Record Q4 Adj. EBITDA of $3.2B

Record Financial Performance (all percentages year-over-year)
Record Service revenues of $8.7 billion, up 6% in Q4 2019 - up 6% to $34.0 billion in 2019
Record Total revenues of $11.9 billion, up 4% in Q4 2019 - up 4% to $45.0 billion in 2019
Strong Net income of $751 million, up 17% in Q4 2019 - up 20% to $3.5 billion in 2019
Diluted earnings per share (“EPS”) of $0.87, up 16% in Q4 2019 - up 20% to $4.02 in 2019
Record Q4 Adjusted EBITDA(1) of $3.2 billion, up 9% in Q4 2019 - up 8% to $13.4 billion in 2019
Strong Net cash provided by operating activities of $1.5 billion, up 61% in Q4 2019 - up 75% to $6.8 billion in 2019
Record Free Cash Flow(1) of $1.4 billion, up 15% in Q4 2019 - up 22% to $4.3 billion in 2019
Strong Customer Growth
1.9 million total net additions in Q4 2019 - 7.0 million in 2019 - 6th year in a row of more than 5 million total net additions
1.3 million branded postpaid net additions in Q4 2019, best in industry - 4.5 million in 2019, best in industry
1.0 million branded postpaid phone net additions in Q4 2019, best in industry - 3.1 million in 2019, best in industry
77,000 branded prepaid net additions in Q4 2019 - 339,000 in 2019
Branded postpaid phone churn of 1.01% in Q4 2019, up 2 bps YoY - 0.89% in 2019, down 12 bps from 2018
First Nationwide 5G Network
Launched the first nationwide 5G network utilizing 600 MHz spectrum, forming the foundational 5G coverage layer for New T-Mobile; network covers more than 200 million people and more than 5,000 cities and towns
4G LTE on 600 MHz now covers 248 million people and 1.5 million square miles
Currently, more than 33 million 600 MHz compatible devices already on our network
Strong Standalone Outlook for 2020
Branded postpaid net additions of 2.6 to 3.6 million
Net income is not available on a forward-looking basis(2) 
Adjusted EBITDA target of $13.7 to $14.0 billion, which includes leasing revenues of $450 to $550 million
Cash purchases of property and equipment, including capitalized interest of approximately $400 million, are expected to be $5.9 to $6.2 billion. Cash purchases of property and equipment, excluding capitalized interest, are expected to be $5.5 to $5.8 billion
In Q1 2020, pre-close merger-related costs are expected to be $200 to $300 million before taxes
Net cash provided by operating activities, excluding payments for merger-related costs and any settlement of interest rate swaps, is expected to be in the range of $7.9 to $8.5 billion
Free Cash Flow, excluding payments for merger-related costs and any settlement of interest rate swaps, is expected to be in the range of $5.4 to $5.8 billion
________________________________________________________________
(1)
Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. These non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information provided in accordance with GAAP. Reconciliations for these non-GAAP financial measures to the most directly comparable financial measures are provided in the Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures tables.
(2)
We are not able to forecast Net income on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect GAAP Net income including, but not limited to, Income tax expense, stock-based compensation expense and Interest expense. Adjusted EBITDA should not be used to predict Net income as the difference between the two measures is variable.







2


 
    
    
Total Branded Postpaid Net Additions
(in thousands)
chart-c0ee6bebbb8554b19c9a01.jpg








Branded Postpaid Phone Churn
chart-f09b270b975950feb46.jpg

 
CUSTOMER METRICS
Branded Postpaid Customers
Branded postpaid phone net customer additions were 1,001,000 in Q4 2019, compared to 754,000 in Q3 2019 and 1,020,000 in Q4 2018. This marks the 24th consecutive quarter that T-Mobile led the industry in branded postpaid phone net customer additions.
Sequentially, the increase was primarily due to higher gross customer additions driven by seasonality, partially offset by higher churn.
Year-over-year, the slight decrease was primarily due to higher deactivations from a growing customer base, partially offset by higher gross customer additions.
Branded postpaid other net customer additions were 313,000 in Q4 2019, compared to 320,000 in Q3 2019 and 338,000 in Q4 2018.
The sequential and year-over-year decreases were primarily due to higher deactivations from a growing customer base.
Branded postpaid net customer additions were 1,314,000 in Q4 2019, compared to 1,074,000 in Q3 2019 and 1,358,000 in Q4 2018.
Branded postpaid phone churn was 1.01% in Q4 2019, up 12 basis points from 0.89% in Q3 2019 and up 2 basis points from 0.99% in Q4 2018.
Sequentially, the increase was primarily due to increased seasonal competitor promotional activity in the marketplace, partially offset by increased customer satisfaction and loyalty from ongoing improvements to network quality, industry-leading customer service and the overall value of our offerings.
Year-over-year, branded postpaid phone churn was essentially flat.
Branded postpaid phone net customer additions were 3,121,000 in 2019, compared to 3,097,000 in 2018. The increase was primarily driven by lower churn.









3






















Total Branded Prepaid Net Additions
(in thousands)
chart-af63ccccf901d79252aa01.jpg


 
Branded postpaid other net customer additions were 1,394,000 in 2019, compared to 1,362,000 in 2018. The increase was primarily due to additions from other connected devices, partially offset by higher deactivations from a growing customer base.
Branded postpaid net customer additions were 4,515,000 in 2019, compared to 4,459,000 in 2018. Full-year 2019 branded postpaid net customer additions exceeded the top end of the revised and increased guidance range of 4.1 to 4.3 million provided in connection with Q3 2019 earnings.
Branded postpaid phone churn was 0.89% in 2019, down 12 basis points compared to 1.01% in 2018 primarily from increased customer satisfaction and loyalty from ongoing improvements to network quality, industry-leading customer service and the overall value of our offerings.
Branded Prepaid Customers
Branded prepaid net customer additions were 77,000 in Q4 2019, compared to 62,000 in Q3 2019 and 135,000 in Q4 2018.
Sequentially, the increase was primarily due to the continued success of our prepaid brands due to seasonality, promotional activities and rate plan offers, partially offset by higher migrations to postpaid plans.
Year-over-year, the decrease was primarily due to the impact of continued competitor promotional activities in the marketplace.
Migrations to branded postpaid plans reduced branded prepaid net customer additions in Q4 2019 by approximately 160,000, up from 130,000 in Q3 2019 and flat from 160,000 in Q4 2018.
On July 18, 2019, we entered into an agreement whereby certain T-Mobile branded prepaid products will now be offered and distributed by a current Mobile Virtual Network Operator (“MVNO”) partner. Upon the effective date, the agreement resulted in a base adjustment to reduce branded prepaid customers by 616,000 as we will no longer actively support the branded product offering. Prospectively, new customer activity associated with these products is recorded within Wholesale customers and revenue for these customers is recorded within Wholesale revenues in our Consolidated Statements of Comprehensive Income.


4


Branded Prepaid Churn
chart-a44c6c5c7fda577382ea01.jpg









Total Branded Net Additions
(in thousands)

chart-7ff948e3f3d356969bca01.jpg






Wholesale Net Additions
(in thousands)
chart-7aaaba65ba82e2af45aa01.jpg

 
Branded prepaid churn was 3.97% in Q4 2019, compared to 3.98% in Q3 2019 and 3.99% in Q4 2018.
Sequentially and year-over-year, branded prepaid churn was essentially flat.
For the full-year 2019, branded prepaid net customer additions were 339,000, compared to 460,000 in 2018. The decrease was primarily due to the impact of continued competitor promotional activities in the marketplace, partially offset by lower churn.
Branded prepaid churn was 3.82% for the full-year 2019, down 14 basis points compared to 3.96% in 2018. The decrease was primarily due to increased customer satisfaction and loyalty from ongoing improvements to network quality and the continued success of our prepaid brands due to promotional activities and rate plan offers.
Total Branded Customers
Total branded net customer additions were 1,391,000 in Q4 2019, compared to 1,136,000 in Q3 2019 and 1,493,000 in Q4 2018.
For the full-year 2019, total branded net customer additions were 4,854,000 compared to 4,919,000 in 2018.
Wholesale Customers
Wholesale net customer additions were 472,000 in Q4 2019, compared to 611,000 in Q3 2019 and 909,000 in Q4 2018.
Sequentially, the decrease was primarily due to lower Machine-to-Machine (“M2M”) net additions.
Year-over-year, the decrease was primarily due to lower M2M and MVNO net additions.
For the full-year 2019, wholesale net customer additions were 2,157,000 compared to 2,125,000 in 2018. The increase was primarily due to the continued success of our M2M and MVNO partnerships.
Starting in Q1 2020, we plan to discontinue reporting wholesale customers and instead focus on branded customers and wholesale revenues, which we consider more relevant than the number of wholesale customers given the expansion of M2M and Internet of Things (“IoT”) products.

5


Total Net Additions
(in thousands)
chart-ee5d4771668b5dda9b2a01.jpg



 
Total Customers
Total net customer additions were 1,863,000 in Q4 2019, compared to 1,747,000 in Q3 2019 and 2,402,000 in Q4 2018. This is the 27th consecutive quarter in which T-Mobile added more than one million total net customers.
T-Mobile ended Q4 2019 with 86.0 million total customers, of which 67.9 million were total branded customers.
For the full-year 2019, total net customer additions were 7,011,000 compared to 7,044,000 in 2018. This was the sixth consecutive year in which total net customer additions exceeded 5 million.




6







T-Mobile 5G Coverage Map
(as of December 31, 2019)

q419coveragea01.jpg



 
NETWORK
5G
On December 2, 2019, T-Mobile launched America’s first nationwide 5G network, including prepaid 5G with Metro by T-Mobile, covering more than 200 million people and more than 5,000 cities and towns across over 1 million square miles with 5G. In addition, we introduced two new 600 MHz 5G capable superphones, the exclusive OnePlus 7T Pro 5G McLaren and the Samsung Galaxy Note10+ 5G and anticipate offering an industry-leading smartphone portfolio built to work on nationwide 5G in 2020. This 5G network is our foundational layer of 5G coverage on 600 MHz low-band spectrum.
Should we close our merger with Sprint, we will rapidly deploy 5G on Sprint’s 2.5 GHz spectrum, completing the “layer cake” of spectrum and providing consumers with an unmatched 5G experience.
On June 28, 2019, T-Mobile introduced its 5G network using high-band millimeter wave (mmWave) spectrum in conjunction with the introduction of our first 5G handset, the Samsung Galaxy S10 5G. The 5G network on mmWave spectrum has been rolled out in parts of seven cities (New York City, Los Angeles, Dallas, Atlanta, Cleveland, Las Vegas and Miami).
600 MHz Spectrum
At the end of Q4 2019, T-Mobile owned a nationwide average of 31 MHz of 600 MHz low-band spectrum. In total, T-Mobile owns approximately 41 MHz of low-band spectrum (600 MHz and 700 MHz). The spectrum covers 100% of the U.S.
As of the end of Q4 2019, T-Mobile had cleared 275 million POPs and expects to clear the remaining 600 MHz spectrum POPs in 2020.
T-Mobile continues its deployment of LTE on 600 MHz spectrum using 5G-ready equipment. At the end of Q4 2019, we were live with 4G LTE in nearly 8,900 cities and towns in 49 states and Puerto Rico covering 1.5 million square miles and 248 million POPs.
Combining 600 and 700 MHz spectrum, we have deployed 4G LTE in low-band spectrum to 316 million POPs.
Currently, more than 33 million devices on T-Mobile’s network are compatible with 600 MHz spectrum.



7


Depth of T-Mobile’s Nationwide Low-Band Spectrum (600 MHz and 700 MHz)
tmus06302019deptha01.jpg
lowbandspectrumkeya01.jpg
Depth of T-Mobile’s Nationwide mmWave Spectrum
a06302019mmwavemapa01.jpg
mmwavespectrumkeya01.jpg






 
Spectrum Position
At the end of Q4 2019, T-Mobile owned an average of 111 MHz of spectrum nationwide, not including mmWave spectrum. The spectrum comprises an average of 31 MHz in the 600 MHz band, 10 MHz in the 700 MHz band, 29 MHz in the 1900 MHz PCS band, and 41 MHz in the AWS band.
On June 3, 2019, the FCC announced the results of Auctions 101 (28 GHz spectrum) and 102 (24 GHz spectrum). In the combined auctions, T-Mobile spent $842 million to more than quadruple its nationwide average total mmWave spectrum holdings from 104 MHz to 471 MHz.
We will evaluate future spectrum purchases in upcoming auctions and in the secondary market to further augment our current spectrum position. We are not aware of any such spectrum purchase options that come close to matching the efficiencies and synergies possible from merging with Sprint.
Network Coverage Growth
T-Mobile continues to expand its coverage breadth and covered 327 million people with 4G LTE at the end of Q4 2019.
At the end of Q4 2019, T-Mobile had equipment deployed on approximately 66,000 macro cell sites and 25,000 small cell/distributed antenna system sites.
Network Capacity Growth
Due to industry spectrum limitations (especially in mid-band), T-Mobile continues to make efforts to expand its capacity and increase the quality of its network through the re-farming of existing spectrum and implementation of new technologies including Voice over LTE (“VoLTE”), Carrier Aggregation, 4x4 multiple-input and multiple-output (“MIMO”), 256 Quadrature Amplitude Modulation (“QAM”) and License Assisted Access (“LAA”).
VoLTE comprised 90% of total voice calls in Q4 2019, flat with 90% in Q3 2019 and up from 87% in Q4 2018.
Carrier aggregation is live for T-Mobile customers in 969 markets, up from 956 markets in Q3 2019 and 923 in Q4 2018.
4x4 MIMO is currently available in 708 markets, up from 683 markets in Q3 2019 and 564 in Q4 2018.
T-Mobile customers have 256 QAM available across the Un-carrier’s entire 4G LTE footprint.





8






Download and
Upload Speed Experience
(Q4 2019)
(in Mbps, D/L at Base, U/L at Top)
chart-fbd265d0b11e06bb006a01.jpg
Source: Opensignal USA Mobile Network Experience Report January 2020, based on data collection period from 9/16/2019 to 12/14/2019


 
T-Mobile is the first carrier globally to have rolled out the combination of carrier aggregation, 4x4 MIMO and 256 QAM. This trifecta of standards has been rolled out to 701 markets, up from 674 markets in Q3 2019 and 549 markets in Q4 2018.
LAA has been deployed to 30 cities including Atlanta, Austin, Chicago, Denver, Houston, Las Vegas, Los Angeles, Miami, New Orleans, New York, Philadelphia, Sacramento, San Diego, Seattle, and Washington, DC.
Network Speed
Based on data from Opensignal for Q4 2019, T-Mobile’s average download speed was 25.8 Mbps, AT&T at 27.5 Mbps, Verizon at 25.3 Mbps, and Sprint at 23.9 Mbps.
Based on data from Opensignal for Q4 2019, T-Mobile’s average upload speed was 8.6 Mbps, compared to Verizon at 7.9 Mbps, AT&T at 6.0 Mbps, and Sprint at 2.7 Mbps.






9


 
tmus03312019newtmusa01.jpg
broadanddeepnetwork2024a01.jpg


 
PROPOSED SPRINT TRANSACTIONS
On April 29, 2018, T-Mobile entered into a Business Combination Agreement with Sprint to merge in an all-stock transaction at a fixed exchange ratio of 0.10256 shares of T-Mobile common stock for each share of Sprint common stock, or 9.75 shares of Sprint common stock for each share of T-Mobile common stock (the “Merger”). The Merger, and other transactions contemplated by the Business Combination Agreement, are referred to as the “Transactions.”
The combined company will be named “T-Mobile” and, as a result of the Merger, is expected to be able to build upon our recently launched foundational 5G network of 600 MHz spectrum to deliver transformational broad and deep 5G with crazy-fast speeds for customers nationwide, accelerate innovation and supercharge competition in the U.S. wireless, video and broadband industries. With real, nationwide 5G for All, the New T-Mobile will open massive wireless highways and lower prices for all Americans, helping to ignite innovation and challenge a failed status quo. Neither T-Mobile nor Sprint on its own could generate comparable benefits to consumers. The combined company is expected to trade under the “TMUS” symbol on NASDAQ.
The Transactions are subject to certain closing conditions:
We received approval from CFIUS and Team Telecom in December 2018.
We received favorable action from 18 of the 19 state utility commissions conducting reviews with only the California Public Utility Commission (PUC) still outstanding.
In June 2019, a number of state attorneys general filed a lawsuit against us, Deutsche Telekom, Sprint, and SoftBank in the U.S. District Court for the Southern District of New York, alleging that the Merger, if consummated, would violate Section 7 of the Clayton Act and so should be enjoined. We believe the plaintiffs’ claims are without merit, and have defended the case vigorously. The trial concluded and we are now waiting for the trial court’s ruling.
In July 2019, T-Mobile and Sprint received clearance for the Merger from the U.S. Department of Justice by entering into a consent decree. The DOJ consent decree is still subject to the final Tunney Act review, which is expected to conclude in February 2020.



10



 
In July 2019, T-Mobile and Sprint also entered into agreements with DISH Network Corporation to divest Sprint’s prepaid businesses and 800 MHz spectrum assets to DISH for total proceeds of $5.0 billion. Additionally, the companies will enter into commercial agreements to provide the transferred prepaid and new DISH wireless customers access to the New T-Mobile network for seven years.
The Federal Communications Commission (“FCC”) approved the Merger on November 5, 2019.
We remain confident about completing the final steps for the Merger.
We expect the Merger will be permitted to close in early 2020.
In Q4 2019, costs related to the Sprint transaction were $126 million before taxes compared to $159 million in Q3 2019 and $102 million in Q4 2018. These costs impacted Selling, general, and administrative (“SG&A”) expenses and Net income but are excluded from Adjusted EBITDA.
In Q1 2020, pre-close merger-related costs are expected to be $200 million to $300 million before taxes.
 
Devices Sold or Leased
(in million units)
 
Q4 2018
 
Q3 2019
 
Q4 2019
Total Company
 
 
 
 
 
Phones
8.3
 
7.4
 
8.3
Mobile broadband and IoT devices
0.7
 
0.6
 
0.8
Total Company
9.0
 
8.0
 
9.1
Branded Postpaid Upgrade Rate
chart-8dde06e6846e507cbc5a01.jpg
 
DEVICES
Total devices sold or leased were 9.1 million units in Q4 2019, compared to 8.0 million units in Q3 2019 and 9.0 million units in Q4 2018.
Total phones (smartphones and non-smartphones) sold or leased were 8.3 million units in Q4 2019, compared to 7.4 million units in Q3 2019 and 8.3 million units in Q4 2018.
The branded postpaid upgrade rate was approximately 6% in Q4 2019, up sequentially from 5% in Q3 2019 and flat year-over-year.



11


 


Total EIP Receivables, net and QoQ
Change in Total EIP Receivables
($ in millions)
chart-2aa052fdfd9c5c0dadda01.jpg
 
QoQ Change in Total EIP     Total EIP Rec., net





Leased Devices Transferred to P&E,
Net and Lease Revenues
($ in millions)
chart-04852625594d56d2bd8a01.jpg
 
Lease Revenues
 
Leased Devices Trans. to P&E


 
DEVICE FINANCING
Equipment Installment Plans (“EIP”)
T-Mobile provided $2.24 billion in gross EIP device financing to its customers in Q4 2019, up 45.6% from $1.54 billion in Q3 2019 and essentially flat compared to $2.20 billion in Q4 2018.
Sequentially, the increase was primarily due to higher EIP unit sales.
Year-over-year, gross EIP device financing was essentially flat.
Customers on T-Mobile plans had associated EIP billings of $1.76 billion in Q4 2019, up 4.4% from $1.69 billion in Q3 2019 and up 5.9% from $1.66 billion in Q4 2018. EIP billings include prepayments and adjustments.
Total EIP receivables, net of imputed discount and allowances for credit losses, were $4.18 billion at the end of Q4 2019, compared to $3.89 billion at the end of Q3 2019 and $4.09 billion at the end of Q4 2018.


Leasing Plans
Leased devices transferred to property and equipment from inventory, net, was $316 million in Q4 2019, compared to $233 million in Q3 2019 and $118 million in Q4 2018.
The sequential and year-over year increases were primarily due to a higher number of devices leased.
Depreciation expense associated with leased devices was $126 million in Q4 2019, compared to $107 million in Q3 2019 and $234 million in Q4 2018.
Leased devices included in property and equipment, net was $732 million at the end of Q4 2019, compared to $543 million at the end of Q3 2019 and $537 million at the end of Q4 2018.
Lease revenues were $153 million in Q4 2019, compared to $142 million in Q3 2019 and $168 million in Q4 2018.



12


 

Total Bad Debt Expense and Losses from Sales of Receivables
($ in millions, % of Total Revs)
chart-89b3394e83cd5c0bbbda01.jpg
 
CUSTOMER QUALITY
Total bad debt expense and losses from sales of receivables was $128 million in Q4 2019, compared to $102 million in Q3 2019 and $118 million in Q4 2018.
As a percentage of total revenues, total bad debt expense and losses from sales of receivables was 1.07% in Q4 2019, compared to 0.92% in Q3 2019 and 1.03% in Q4 2018.
Sequentially, total bad debt expense and losses from sales of receivables increased by $26 million. As a percentage of Total revenues, bad debt expense and losses from sales of receivables increased by 15 basis points. These increases were primarily driven by seasonality and certain one-time benefits which occurred in Q3 2019.
Year-over-year, total bad debt expense and losses from sales of receivables increased by $10 million. As a percentage of Total revenues, bad debt expense and losses from sales of receivables increased by 4 basis points.
For full-year 2019, total bad debt expense and losses from sales of receivables decreased to $437 million from $454 million in 2018. As a percentage of Total revenues, total bad debt expense and losses from sales of receivables was 0.97% in 2019 compared to 1.05% in 2018. The decreases in both measures reflect our ongoing focus on managing customer quality.
Including the EIP receivables sold, total EIP receivables classified as Prime were 53% of total EIP receivables at the end of Q4 2019, compared to 52% at the end of Q3 2019 and 53% at the end of Q4 2018.



13


 










Branded Postpaid Phone ARPU
($ per month)

chart-20f76b67e4da5156b4da01.jpg





















 
OPERATING METRICS
Branded Postpaid Phone ARPU
Branded postpaid phone ARPU was $45.79 in Q4 2019, down 0.9% from $46.22 in Q3 2019 and down 1.1% from $46.29 in Q4 2018.
Sequentially, the decrease was primarily due to dilution from promotional activities and a reduction in the non-cash, non-recurring benefit related to Data Stash, as the majority of impacted customers had transitioned to unlimited plans by Q3 2019, partially offset by the growing success of new customer segments and rate plans.
Year-over-year, the decrease was primarily due to dilution from promotional activities, a reduction in regulatory program revenues from the continued adoption of tax inclusive plans and a reduction in the non-cash, non-recurring benefit related to Data Stash as the majority of impacted customers had transitioned to unlimited plans by Q3 2019, partially offset by the growing success of new customer segments and rate plans and higher premium services revenue.
For full-year 2019, branded postpaid phone ARPU was $46.04, down 0.8% from $46.40 in 2018, primarily from an increase in promotional activities, including the ongoing growth in our Netflix offering, which totaled $0.54 for 2019, and decreased branded postpaid phone ARPU by $0.19 compared to 2018, a reduction in regulatory program revenues from the continued adoption of tax inclusive plans and a reduction in certain non-recurring charges, partially offset by higher premium services revenue and the growing success of new customer segments and rate plans.
We expect Branded postpaid phone ARPU in full-year 2020 to be generally stable compared to full-year 2019 within a range of plus 1% to minus 1%.
Starting in Q1 2020, we plan to report Average Revenue per Postpaid Account or Postpaid ARPA in addition to our existing ARPU metrics, reflecting the increasing importance of non-phone devices to our customers. We also plan to discontinue reporting branded postpaid customers per account.







14


Branded Postpaid Customers per
Account
chart-9c3e91ea3c07491644da01.jpg

Branded Prepaid ARPU
($ per month)
chart-499958f9b3f2e45a4bea01.jpg



 
Branded Postpaid Customers per Account
Branded postpaid customers per account was 3.13 at the end of Q4 2019, compared to 3.10 at the end of Q3 2019 and 3.03 at the end of Q4 2018.
The sequential and year-over-year increases were primarily due to the continued growth of new customer segments and rate plans such as Unlimited 55+, Military, Business and Essentials, promotional activities targeting families and the continued success of other connected devices and wearables, specifically the Apple Watch.
Branded Prepaid ARPU
Branded prepaid ARPU was $38.54 in Q4 2019, up 1.0% from $38.16 in Q3 2019 and essentially flat compared to $38.39 in Q4 2018.
Sequentially, the increase was primarily due to certain one-time tax benefits and the removal of certain branded prepaid customers associated with products now offered and distributed by a current MVNO partner as those customers had lower ARPU, partially offset by dilution from promotional activity.
Year-over-year, the slight increase was primarily due to a combination of offsetting factors including the removal of certain branded prepaid customers associated with products now offered and distributed by a current MVNO partner as those customers had lower ARPU and certain one-time tax benefits, offset by dilution from promotional activity, a reduction in certain one-time charges, and the growth in our Amazon Prime offering - included as a benefit with certain Metro by T-Mobile unlimited rate plans as of Q4 2018 - which impacted branded prepaid ARPU by $0.39 in Q4 2019 and decreased branded prepaid ARPU by $0.27 compared to Q4 2018.
For full-year 2019, branded prepaid ARPU was $37.95, down 1.5% compared to $38.53 in 2018, primarily from dilution from promotional activity and the growth in our Amazon Prime offering - included as a benefit with certain Metro by T-Mobile unlimited rate plans as of Q4 2018 - which impacted branded prepaid ARPU by $0.39 in 2019 and decreased branded prepaid ARPU by $0.36 compared to 2018, partially offset by the removal of certain branded prepaid customers associated with products now offered and distributed by a current MVNO partner as those customers had lower ARPU.


15


 





Service Revenues
($ in millions)
chart-433da806109c5747992a01.jpg
Branded Postpaid Service Revenues
($ in millions)
chart-e8ad0464ccce5980aa9a01.jpg













 
REVENUES
Service Revenues
T-Mobile again led the industry in year-over-year Service revenue percentage growth in Q4 2019. This marks the 23rd consecutive quarter that T-Mobile led the industry in this measure.
Service revenues were a record-high $8.71 billion in Q4 2019, up 1.5% from $8.58 billion in Q3 2019 and up 6.3% from $8.19 billion in Q4 2018.
Sequentially, the increase was primarily due to a 1.3% increase in Branded postpaid revenues, primarily due to higher average branded postpaid phone customers from growth in our customer base driven by the continued growth in existing and Greenfield markets, including the growing success of new customer segments and rate plans such as Unlimited 55+, Military, Business and Essentials, partially offset by lower branded postpaid phone ARPU.
Year-over-year, the increase was primarily due to an 8.1% increase in Branded postpaid revenues, primarily due to higher average branded postpaid phone customers from growth in our customer base driven by the continued growth in existing and Greenfield markets, including the growing success of new customer segments and rate plans such as Unlimited 55+, Military, Business and Essentials, along with higher average branded postpaid other customers driven by higher other connected devices and wearables, specifically the Apple Watch, partially offset by lower branded postpaid phone ARPU.
For the full-year 2019, Service revenues were $33.99 billion, up 6.3% compared to $31.99 billion in 2018, driven by an 8.7% increase in Branded postpaid revenues, primarily due to higher average branded postpaid phone customers, primarily from growth in our customer base driven by the continued growth in existing and Greenfield markets including the growing success of new customer segments and rate plans such as Unlimited 55+, Military, Business and Essentials, along with higher average branded postpaid other customers, driven by higher other connected devices and wearables, specifically the Apple Watch, partially offset by lower branded postpaid phone ARPU.

16


Equipment Revenues
($ in millions)
chart-ed02f3ab990150e4beda01.jpg


























Total Revenues
($ in millions)
chart-f95b7cf3f558518bb65.jpg

 
Equipment Revenues
Equipment revenues were $2.88 billion in Q4 2019, up 31.5% from $2.19 billion in Q3 2019 and down 2.2% from $2.94 billion in Q4 2018. Equipment revenues in Q4 2019 were comprised of lease revenues of $153 million and non-lease revenues of $2.72 billion.
Sequentially, the increase was primarily due to higher average revenue per device sold, excluding purchased leased devices, driven by an increase in the high-end device mix and a 14% increase in the number of devices sold, excluding purchased leased devices, partially driven by seasonality.
Year-over-year, the decrease was primarily due to lower average revenue per device sold, driven by increased promotions, and a 1% decrease in the number of devices sold, excluding purchased leased devices.
For the full-year 2019, Equipment revenues were $9.84 billion, down 2% compared to $10.01 billion in 2018. Equipment revenues in 2019 were comprised of lease revenues of $599 million and non-lease revenues of $9.24 billion. The decrease was primarily due to:
A decrease of $94 million in device sales revenues, excluding purchased leased devices, primarily due to a 7% decrease in the number of devices sold, excluding purchased leased devices, partially offset by higher average revenue per device sold primarily due to an increase in the high-end device mix; and
A decrease of $93 million in lease revenues primarily due to a lower number of customer devices under lease, partially offset by higher revenue per device under lease.

Total Revenues
Total revenues were a record-high $11.88 billion in Q4 2019, up 7.4% from $11.06 billion in Q3 2019 and up 3.8% from $11.45 billion in Q4 2018.
For the full-year 2019, Total revenues were $45.00 billion, up 4% compared to $43.31 billion in 2018. This marks the sixth consecutive year that T-Mobile has led the industry in Total revenue percentage growth.


17


 
 





Cost of Services, exclusive of D&A
($ in millions, % of Service Revs)
chart-4e96865d1e715074934a01.jpg










 
OPERATING EXPENSES
Cost of Services
Cost of services, exclusive of depreciation and amortization (“D&A”), was $1.69 billion in Q4 2019, down 2.3% from $1.73 billion in Q3 2019 and up 5.7% from $1.60 billion in Q4 2018.
Sequentially, the decrease was primarily due to lower regulatory program costs and roaming expenses, partially offset by higher costs for network expansion.
As a percentage of Service revenues, Cost of Services, exclusive of D&A, decreased by 70 basis points sequentially.
Year-over-year, the increase was primarily due to higher costs for network expansion, expenses from new leases, regulatory program costs, and employee-related expenses, partially offset by the positive impact of the new lease standard of approximately $95 million in Q4 2019.
As a percentage of Service revenues, Cost of services, exclusive of D&A, decreased by 10 basis points year-over-year.
For the full-year 2019, Cost of services, exclusive of D&A, was $6.62 billion, up 5% compared to $6.31 billion in 2018. This increase was primarily due to:
Higher costs for employee-related expenses, network expansion, expenses from new leases and repair and maintenance;
Hurricane-related reimbursements, net of costs, of $76 million in 2018, compared to no significant impacts from hurricanes in 2019; and
Higher spectrum lease expense from the reciprocal long-term lease agreement with Sprint executed during Q4 2018; partially offset by
The positive impact of the new lease standard of approximately $380 million in 2019; and
Lower regulatory program costs.
As a percentage of Service revenues, Cost of services, exclusive of D&A, declined 20 basis points from 19.7% in 2018 to 19.5% in 2019.

18


Cost of Equipment Sales,
exclusive of D&A
($ in millions, % of Equipment Revs)
chart-7c6730f42b0a7eeeca8a01.jpg










































 
Cost of Equipment Sales
Cost of equipment sales, exclusive of D&A, was $3.52 billion in Q4 2019, up 30.1% from $2.70 billion in Q3 2019 and down 1.4% from $3.57 billion in Q4 2018.
Sequentially, the increase was primarily due to a higher average cost per device sold, excluding purchased leased devices, driven by an increase in the high-end device mix, and a 14% increase in the number of devices sold, excluding purchased leased devices, partially driven by seasonality.
Year-over-year, the decrease was primarily due to a 1% decrease in the number of devices sold, excluding purchased leased devices, and a decrease in warranty costs, partially offset by a higher average cost per device sold due to an increase in the high-end device mix.
For the full-year 2019, Cost of equipment sales, exclusive of D&A, was $11.90 billion, down 1% compared to $12.05 billion in 2018. This decrease was primarily due to:
A decrease of $98 million in device cost of equipment sales, excluding purchased lease devices, primarily from a 7% decrease in the number of devices sold, excluding purchased leased devices, partially offset by a higher average cost per device sold due to an increase in the high-end device mix;
A decrease of $30 million in returned handset expenses due to reduced device sales;
A decrease in leased device cost of equipment sales, primarily due to lower leased device returns; and
A decrease in extended warranty costs, primarily due to a lower volume of purchased handsets for warranty replacement; partially offset by
An increase in costs related to the liquidation of inventory.


19


SG&A Expense
($ in millions, % of Service Revs)
chart-25391a9e9877d2e4e63.jpg
SG&A Expense (Excluding merger-related costs)
($ in millions, % of Service Revs)
chart-05f0b0493a3348a0be5a01.jpg




 
Selling, General and Admin. “SG&A” Expense
SG&A expense was $3.66 billion in Q4 2019, up 4.5% from $3.50 billion in Q3 2019 and up 4.5% from $3.50 billion in Q4 2018.
Sequentially, the increase was primarily due to the seasonal increase in advertising expenses and higher commissions expense driven by increased customer additions and an increase of $27 million in amortization expense related to commission costs that were capitalized, beginning upon the adoption of ASC 606 on January 1, 2018, and higher bad debt expense.
As a percentage of Service revenues, SG&A expense increased 120 basis points sequentially.
Merger-related costs were $126 million in Q4 2019, compared to $159 million in Q3 2019. As a percentage of Service revenues, excluding merger-related costs, SG&A expense increased 160 basis points sequentially.
Year-over-year, the increase was primarily due to higher employee-related costs primarily due to annual pay increases and growth in headcount and higher commissions expense resulting primarily from an increase of $93 million in amortization expense related to commission costs that were capitalized, beginning upon the adoption of ASC 606 on January 1, 2018, partially offset by lower advertising expenses.
As a percentage of Service revenues, SG&A expense decreased 70 basis points year-over-year.
Merger-related costs were $126 million in Q4 2019, compared to $102 million in Q4 2018. As a percentage of Service revenues, excluding merger-related costs, SG&A expense decreased 100 basis points year-over-year.
For the full-year 2019, SG&A expenses were $14.14 billion, up 7% compared to $13.16 billion in 2018. This increase was primarily due to:
Merger-related costs of $620 million in Q4 2019, compared to $196 million in Q4 2018;
Higher commissions expense resulting from an increase of $337 million in amortization expense related to commission costs that were capitalized, beginning upon the adoption of ASC 606 on January 1, 2018;
Higher employee-related costs primarily due to annual pay increases and growth in headcount; and


20




















D&A Expense
($ in millions, % of Total Revs)

chart-afa0dc83665885d1528a01.jpg






 
Higher costs related to outsourced functions; partially offset by
Lower commissions expense from lower branded prepaid customer additions and compensation structure changes; and
Lower advertising costs.
As a percentage of Service revenues, SG&A expenses increased 50 basis points to 41.6% during 2019. As a percentage of Service revenues, excluding merger-related costs, SG&A expense decreased 70 basis points.
Depreciation and Amortization (“D&A”)
D&A was $1.78 billion in Q4 2019, up 7.3% from $1.66 billion in Q3 2019 and up 8.3% from $1.64 billion in Q4 2018.
D&A related to leased devices was $126 million in Q4 2019, compared to $108 million in Q3 2019 and $234 million in Q4 2018.
Non-lease-related D&A was $1.65 billion in Q4 2019, compared to $1.55 billion in Q3 2019 and $1.41 billion in Q4 2018.
Sequentially, and year-over-year, the increase was primarily from network expansion, including the continued deployment of low band spectrum, including 600 MHz, and the nationwide launch of our 5G network and higher costs related to the acceleration of depreciation for certain assets due to our accelerated 600 MHz build-out and 5G nationwide launch.
For the full-year 2019, D&A was $6.62 billion, up 2% compared to $6.49 billion in 2018 primarily from network expansion, including the continued deployment of low band spectrum, including 600 MHz, and the nationwide launch of our 5G network and higher costs related to the acceleration of depreciation for certain assets due to our accelerated 600 MHz build-out and 5G nationwide launch, partially offset by lower depreciation expense resulting from a lower total number of customer devices under lease.

21


 




Net Income
($ in millions)
chart-69f86cdbf3895b7f86da01.jpg





Diluted Earnings Per Share
chart-7a2165bd26055ff082fa01.jpg
 
NET INCOME AND
DILUTED EARNINGS PER SHARE
Net income was $751 million in Q4 2019, down 14% from $870 million in Q3 2019 and up 17% from $640 million in Q4 2018. EPS was $0.87 in Q4 2019, down from $1.01 in Q3 2019 and up from $0.75 in Q4 2018.
Sequentially, the decreases in Net income and EPS were primarily due to lower Operating income, partially offset by lower Income tax expense. Net income and EPS were impacted by the following:
Merger-related costs for Q4 2019 of $105 million and $0.12, respectively, compared to $128 million and $0.15 in Q3 2019, respectively.
The sequential impact from commission costs capitalized and amortized, beginning upon the adoption of ASC 606 on January 1, 2018, reduced Net income and EPS by $20 million and $0.02, respectively.
Year-over-year, the increases in Net income and EPS were primarily due to higher Operating income. Net income and EPS were impacted by the following:
Merger-related costs for Q4 2019 of $105 million and $0.12, respectively, compared to $88 million and $0.10 in Q4 2018, respectively.
The year-over-year impact from commission costs capitalized and amortized, beginning upon the adoption of ASC 606 on January 1, 2018, reduced Net income and EPS by $69 million and $0.08, respectively.
The negative impact of hurricane costs, net of insurance reimbursements, for Q4 2018 of $11 million and $0.01, respectively. There were no significant impacts from hurricanes in 2019.
The positive impact of the new lease standard for Q4 2019 of approximately $44 million and $0.05, respectively.
Net income margin was 8.6% in Q4 2019, compared to 10.1% in Q3 2019 and 7.8% in Q4 2018. Net income margin is calculated as Net income divided by Service revenues.


22





 
For the full-year 2019, Net income was $3.47 billion up 20% from $2.89 billion in 2018 and EPS was $4.02, up from $3.36 in 2018.
The increases in Net income and EPS were primarily due to higher Operating income and lower Interest expense to affiliates and Interest expense. Net income and EPS were impacted by the following:
Merger-related costs for 2019 of $501 million and $0.58, respectively, compared to $180 million and $0.21 in 2018, respectively.
The 2019 impact from commission costs capitalized and amortized, beginning upon the adoption of ASC 606 on January 1, 2018, reduced Net income and EPS by $249 million and $0.29, respectively.
The positive impact of hurricane-related reimbursements, net of costs, for 2018 of $99 million and $0.12, respectively. There were no significant impacts from hurricanes in 2019.
The positive impact of the new lease standard for 2019 of approximately $175 million and $0.20, respectively.
Net income margin was 10.2% in 2019, compared to 9.0% in 2018.
The effective tax rate for was 22% for Q4 2019 and 25% for full-year 2019, at the low end of our 2019 guidance range of 25% to 26% due to the favorable rate impact of certain non-recurring legal entity restructuring in 2019. For full-year 2020, the effective tax rate is expected to be 26% to 27%.

 


23



Adjusted EBITDA
($ in millions)
chart-76566eca974b5af7ad8a01.jpg

 
ADJUSTED EBITDA
Adjusted EBITDA was $3.24 billion in Q4 2019, down 4.5% from $3.40 billion in Q3 2019 and up 9.2% from $2.97 billion in Q4 2018.
Sequentially, the decrease in Adjusted EBITDA was primarily due to higher Selling, general and administrative expenses, excluding merger-related costs, and higher net losses on equipment sales, partially offset by higher Service revenues.
Year-over-year, the increase in Adjusted EBITDA was primarily due to higher Service revenues and the positive impact of the new lease standard of approximately $49 million, partially offset by higher Selling, general and administrative expenses, excluding merger-related costs, and higher Cost of services expenses.
The impact from commission costs capitalized and amortized, beginning upon the adoption of ASC 606 on January 1, 2018, reduced Adjusted EBITDA by $27 million sequentially and $93 million year-over-year.
The negative impact of hurricane costs, net of insurance reimbursements, was $14 million in Q4 2018. There was no significant impact from hurricanes in 2019.
Adjusted EBITDA excludes merger-related costs of $126 million in Q4 2019 compared to $159 million in Q3 2019 and $102 million in Q4 2018.
Adjusted EBITDA margin was 37.2% in Q4 2019, compared to 39.6% in Q3 2019 and 36.3% in Q4 2018. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Service revenues.
For full-year 2019, Adjusted EBITDA was $13.38 billion, up 8% compared to $12.40 billion in 2018. This increase was primarily due to higher Service revenues and the positive impact of the new lease standard of approximately $195 million, partially offset by higher Selling, general and administrative expenses, excluding merger-related costs, higher Cost of services expenses and the positive impact of hurricane-related reimbursements, net of costs, of $158 million in 2018. There was no significant impact from hurricanes in 2019.
The impact from commission costs capitalized and amortized, beginning upon the adoption of ASC 606 on January 1, 2018, reduced Adjusted EBITDA by $337 million in 2019 compared to 2018.



24




 
Adjusted EBITDA excludes merger-related costs of $620 million in 2019 compared to $196 million in 2018.
Adjusted EBITDA margin was 39.4% in 2019, compared to 38.8% in 2018.
 

Cash Purchases of Property and Equipment
($ in millions, % of Service Revenues)
chart-a3add06c9ce458d9bfaa01.jpg
Cash Purchases of Property and Equipment (Excluding Capitalized Interest)
($ in millions, % of Service Revenues)
chart-3623be4dff4254f4839a01.jpg



 
CAPITAL EXPENDITURES
Cash purchases of property and equipment were $1.16 billion in Q4 2019, compared to $1.51 billion in Q3 2019 and $1.18 billion in Q4 2018.
Sequentially, the decrease was primarily due to expenditures for the accelerated launch of our 5G network and the continued build-out of our 600 MHz low-band spectrum which were more front-loaded in 2019.
Year-over-year, cash purchases of property and equipment were essentially flat.
Cash purchases of property and equipment, excluding capitalized interest, were $1.05 billion in Q4 2019, compared to $1.40 billion in Q3 2019 and $1.07 billion in Q4 2018.
Capitalized interest included in cash purchases of property and equipment was $112 million in Q4 2019, compared to $118 million in Q3 2019 and $116 million in Q4 2018.
For full-year 2019, cash purchases of property and equipment were $6.39 billion compared to $5.54 billion in 2018. The increase was primarily due to expenditures for the accelerated launch of our 5G network and the continued build-out of our 600 MHz low-band spectrum.
Cash purchases of property and equipment, excluding capitalized interest, were $5.92 billion in 2019 compared to $5.18 billion in 2018.
Capitalized interest included in cash capital expenditures was $473 million in 2019 compared to $362 million in 2018.




25



Net Cash Provided by Operating Activities
($ in millions)
chart-bed597331aa85730af1a01.jpg


 
CASH FLOW
Operating Activities
Net cash provided by operating activities was $1.54 billion in Q4 2019, compared to $1.75 billion in Q3 2019 and $954 million in Q4 2018.
Sequentially, the decrease was primarily due to higher net cash outflows from changes in working capital and lower Net income and net non-cash adjustments to Net income.
The change in working capital was primarily due to higher use from Equipment installment plan receivables, Inventories and Accounts receivable, partially offset by changes in Accounts payable and accrued liabilities and Other current and long-term assets.
Year-over-year, the increase was primarily due to higher Net income and net non-cash adjustments to Net income and lower net cash outflows from change in working capital.
The change in working capital was primarily due to lower use from Accounts receivable and Equipment installment plan receivables, partially offset by higher use from Inventories and changes in Accounts payable and accrued liabilities.
Year-over-year, Net cash provided by operating activities benefited from improvements in the contractual terms of factoring agreements which led to an accounting geography change, offset by a reduction in proceeds related to our deferred purchase price from securitization transactions within Net cash provided by (used in) investing activities.
With the adoption of the new lease standard, changes in Operating lease right-of-use assets and Short and long-term operating lease liabilities are now presented in Changes in operating assets and liabilities. Sequentially, the net impact of changes in these accounts increased Net cash provided by operating activities by $20 million. Year-over-year, the net impact of changes in these accounts decreased Net cash provided by operating activities by $38 million.
For full-year 2019, Net cash provided by operating activities was $6.82 billion compared to $3.90 billion in 2018. This increase was primarily due to lower net cash outflows from changes in working capital and higher Net income and net non-cash adjustments to Net income.



26
















































Net Cash Provided by (Used in) Investing Activities
($ in millions)
chart-9a0215e4330458ccb1ea01.jpg






 
The change in working capital was primarily due to lower use from Accounts receivable, Accounts payable and accrued liabilities and Equipment installment plan receivables, partially offset by higher use from Inventories.
Net cash provided by operating activities for full-year 2019 benefited from improvements in the contractual terms of factoring agreements which led to an accounting geography change, offset by a reduction in proceeds related to our deferred purchase price from securitization transactions within Net cash provided by (used in) investing activities.
With the adoption of the new lease standard, changes in Operating lease right-of-use assets and Short and long-term operating lease liabilities are now presented in Changes in operating assets and liabilities. For full-year 2019, the net impact of changes in these accounts decreased Net cash provided by operating activities by $235 million compared to full-year 2018.
Net cash provided by operating activities three-year CAGR, excluding payments for merger-related costs, from full-year 2016 to full-year 2019 was 38%, ahead of our updated and increased guidance range of 36% to 37%.
Investing Activities
Net cash provided by (used in) investing activities was an outflow of $887 million in Q4 2019, compared to an outflow of $657 million in Q3 2019 and an inflow of $231 million in Q4 2018.
Sequentially, the increase in cash outflows was primarily due to net cash transfers related to derivatives under collateral exchange agreements in Q4 2019, partially offset by lower purchases of property and equipment, including capitalized interest.
Year-over-year, the change was primarily due to net cash transfers related to derivatives under collateral exchange agreements in Q4 2019 and lower proceeds related to our deferred purchase price from securitization transactions, driven by improvements in the contractual terms of factoring agreements which led to an accounting geography change.






27







































Net Cash Used in Financing Activities
($ in millions)
chart-0d558cee4569c78ae12.jpg






 
For full-year 2019, Net cash used in investing activities was $4.1 billion compared to $579 million in 2018. The increase was primarily due to lower proceeds related to our deferred purchase price from securitization, driven by improvements in the contractual terms of factoring agreements which led to an accounting geography change, higher purchases of property and equipment, including capitalized interest, higher purchases of spectrum licenses and other intangible assets, including deposits, and net cash transfers under collateral exchange agreements in Q4 2019, partially offset by lower acquisitions of companies, net of cash acquired, due to our acquisitions of Layer3 and Iowa Wireless Services in 2018.
In Q4 2019, we made net collateral transfers to certain of our derivative counterparties totaling $632 million, which included variation margin transfers to (or from) such derivative counterparties based on daily market movements. These collateral transfers are included in Net cash related to derivative contracts under collateral exchange arrangements within Net cash used in investing activities in our Consolidated Statements of Cash Flows.
Financing Activities
Net cash used in financing activities was $775 million in Q4 2019, compared to $543 million in Q3 2019 and $311 million in Q4 2018.
Sequentially and year-over-year, the increases were primarily due to higher repayments of short-term debt for purchases of inventory, property and equipment.
For full-year 2019, Net cash used in financing activities was $2.37 billion compared to $3.34 billion in 2018. The decrease was primarily due to lower repayments of long-term debt and no repurchases of common stock in 2019 compared to repurchases of $1.07 billion in 2018, partially offset by no proceeds from the issuance of long-term debt in 2019 compared to proceeds of $2.49 billion in 2018 and higher repayments of short-term debt for purchases of inventory, property and equipment.


28



Free Cash Flow
($ in millions)
chart-a146b9f5838abe2bda6a01.jpg
Free Cash Flow (excluding payments for merger-related costs)
($ in millions)
chart-dba618425591185079c.jpg









 
FREE CASH FLOW
Free Cash Flow was $1.40 billion in Q4 2019, compared to $1.13 billion in Q3 2019 and $1.22 billion in Q4 2018.
Sequentially, the increase was primarily due to lower cash purchases of property and equipment, including capitalized interest, and higher proceeds related to our deferred purchase price from securitization transactions, partially offset by lower Net cash provided by operating activities.
Year-over-year, the increase was due to higher Net cash provided by operating activities, as described above, partially offset by lower proceeds related to our deferred purchase price from securitization transactions.
The impact of payments for merger-related costs on Free Cash Flow was $133 million in Q4 2019 compared to $124 million in Q3 2019 and $46 million in Q4 2018. Free Cash Flow, excluding payments for merger-related costs, was $1.53 billion in Q4 2019.
For full-year 2019, Free Cash Flow was $4.32 billion compared to $3.55 billion in 2018. The increase was due to higher Net cash provided by operating activities and lower cash payments for debt extinguishments costs, partially offset by lower proceeds related to our deferred purchase price from securitization transactions and higher cash purchases of property and equipment, including capitalized interest.
The impact of payments for merger-related costs on Free Cash Flow was $442 million in 2019 and $86 million in 2018. Free Cash Flow, excluding payments for merger-related costs, was $4.76 billion in 2019.
Free Cash Flow three-year CAGR, excluding payments for merger-related costs, from full-year 2016 to full-year 2019 was 49%, compared to our guidance range of 46% to 48%.


29



Total Debt and Net Debt (Excluding Tower Obligations)
Net Debt to LTM Net Income
Net Debt to LTM Adjusted EBITDA
($ in billions)
chart-9f566e238fc0584ba14.jpg
 
Total Debt (excl. Tower Obligations)
 
Net Debt (excl. Tower Obligations)
    Net Debt (excl. Tower Obligations) to LTM Net income
    Net Debt (excl. Tower Obligations) to LTM Adj. EBITDA

 
CAPITAL STRUCTURE
Total debt, excluding tower obligations, at the end of Q4 2019 was $27.27 billion and was comprised of the following:
$25 million of Short-term debt,
$10.96 billion of Long-term debt,
$13.99 billion of Long-term debt to affiliates,
$957 million of Short-term financing lease liabilities, and
$1.35 billion of Financing lease liabilities
Net debt, excluding tower obligations, at the end of Q4 2019 was $25.74 billion.
The ratio of net debt, excluding tower obligations, to Net income for the trailing last twelve months (“LTM”) period was 7.4x at the end of Q4 2019, compared to 7.8x at the end of Q3 2019 and 9.1x at the end of Q4 2018.
The ratio of net debt, excluding tower obligations, to Adjusted EBITDA for the trailing LTM period was 1.9x at the end of Q4 2019, compared to 2.0x at the end of Q3 2019 and 2.1x at the end of Q4 2018.
 
 
2020 Guidance Outlook
 
 
 
FY 2020
 
Branded Postpaid Net Adds (in millions)
2.6
 
3.6
 
Adjusted EBITDA ($ in billions)
$13.7
 
$14.0
 
Cash purchases of prop and equip excl Cap int
($ in billions)
$5.5
 
$5.8
 
Net cash provided by operating activities
($ in billions)
$7.9
 
$8.5
 
Free Cash Flow ($ in billions)
$5.4
 
$5.8
 
GUIDANCE
Our 2020 guidance outlook is for T-Mobile standalone.
Branded postpaid net customer additions: Branded postpaid net customer additions for the full-year 2020 are expected to be 2.6 to 3.6 million.
Net Income: We are not able to forecast Net income on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect GAAP Net income, including, but not limited to, Income tax expense, stock-based compensation expense and Interest expense. Adjusted EBITDA should not be used to predict Net income as the difference between the two measures is variable.
Adjusted EBITDA: For the full-year 2020, Adjusted EBITDA is expected to be in the range of $13.7 to $14.0 billion. This target includes expected leasing revenues of $450 to $550 million and takes into account the network expansion, including the continued deployment of our 600 MHz spectrum and 5G network.


30



 
Capital expenditures: Cash purchases of property and equipment for the full-year 2020, including capitalized interest of approximately $400 million, are expected to be in the range of $5.9 to $6.2 billion. Cash purchases of property and equipment for the full-year 2020, excluding capitalized interest, are expected to be in the range of $5.5 to $5.8 billion. We expect that cash purchases of property and equipment will be heavily weighted to early in the year, similar to 2019.
Net cash provided by operating activities: Net cash provided by operating activities, excluding payments for merger-related costs and any settlement of interest rate swaps, is expected to be in the range of $7.9 to $8.5 billion in 2020.
Free Cash Flow: Free Cash Flow, excluding payments for merger-related costs and any settlement of interest rate swaps, is expected to be in the range of $5.4 to $5.8 billion in 2020. We expect a similar seasonal development of Free Cash Flow in 2020 as in 2019 with a lower Free Cash Flow in the first quarter, ramping in later quarters, based on expected timing for cash purchases of property and equipment. Free cash flow guidance does not assume any material net cash inflows from securitization in 2020.
Branded postpaid phone ARPU: We expect Branded postpaid phone ARPU in full-year 2020 to be generally stable compared to full-year 2019 within a range of plus 1% to minus 1%.
Tax Rate: For full-year 2020, the effective tax rate is expected to be 26% to 27%.
Merger-related costs: In Q1 2020, pre-close merger-related costs are expected to be $200 to $300 million before taxes. These costs are excluded from Adjusted EBITDA but will impact Net income and cash flows.

 
UPCOMING EVENTS (All dates and attendance tentative)

Morgan Stanley Technology, Media & Telecom Conference, March 2-5, San Francisco, CA
Deutsche Bank 28th Annual Media, Internet & Telecom Conference, March 9-11, Palm Beach, FL



31


 
CONTACT INFORMATION
Press:                             
Media Relations                        
T-Mobile US, Inc.
mediarelations@t-mobile.com                
http://newsroom.t-mobile.com                
 
Investor Relations:
Nils Paellmann, nils.paellmann@t-mobile.com
Ben Barrett, ben.barrett@t-mobile.com
Chezzarae Jensvold, chezzarae.jensvold@t-mobile.com
Samia Bhatti, samia.bhatti@t-mobile.com
Esther Tehrani, esther.tehrani@t-mobile.com
investor.relations@t-mobile.com
http://investor.t-mobile.com

32


T-Mobile US, Inc.
Consolidated Balance Sheets

(in millions, except share and per share amounts)
December 31,
2019
 
December 31,
2018
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
1,528

 
$
1,203

Accounts receivable, net of allowances of $61 and $67
1,888

 
1,769

Equipment installment plan receivables, net
2,600

 
2,538

Accounts receivable from affiliates
20

 
11

Inventory
964

 
1,084

Other current assets
2,305

 
1,676

Total current assets
9,305

 
8,281

Property and equipment, net
21,984

 
23,359

Operating lease right-of-use assets
10,933

 

Financing lease right-of-use assets
2,715

 

Goodwill
1,930

 
1,901

Spectrum licenses
36,465

 
35,559

Other intangible assets, net
115

 
198

Equipment installment plan receivables due after one year, net
1,583

 
1,547

Other assets
1,891

 
1,623

Total assets
$
86,921

 
$
72,468

Liabilities and Stockholders' Equity
 
 
 
Current liabilities
 
 
 
Accounts payable and accrued liabilities
$
6,746

 
$
7,741

Payables to affiliates
187

 
200

Short-term debt
25

 
841

Deferred revenue
631

 
698

Short-term operating lease liabilities
2,287

 

Short-term financing lease liabilities
957

 

Other current liabilities
1,673

 
787

Total current liabilities
12,506

 
10,267

Long-term debt
10,958

 
12,124

Long-term debt to affiliates
13,986

 
14,582

Tower obligations
2,236

 
2,557

Deferred tax liabilities
5,607

 
4,472

Operating lease liabilities
10,539

 

Financing lease liabilities
1,346

 

Deferred rent expense

 
2,781

Other long-term liabilities
954

 
967

Total long-term liabilities
45,626

 
37,483

Commitments and contingencies
 
 
 
Stockholders' equity
 
 
 
Common Stock, par value $0.00001 per share, 1,000,000,000 shares authorized; 858,418,615 and 851,675,119 shares issued, 856,905,400 and 850,180,317 shares outstanding

 

Additional paid-in capital
38,498

 
38,010

Treasury stock, at cost, 1,513,215 and 1,494,802 shares issued
(8
)
 
(6
)
Accumulated other comprehensive loss
(868
)
 
(332
)
Accumulated deficit
(8,833
)
 
(12,954
)
Total stockholders' equity
28,789

 
24,718

Total liabilities and stockholders' equity
$
86,921

 
$
72,468


33


T-Mobile US, Inc.
Consolidated Statements of Comprehensive Income
(Unaudited)
 
Three Months Ended
 
Year Ended December 31,
(in millions, except share and per share amounts)
December 31,
2019
 
September 30,
2019
 
December 31,
2018
 
2019
 
2018
Revenues
 
 
 
 
 
 
 
 
 
Branded postpaid revenues
$
5,821

 
$
5,746

 
$
5,384

 
$
22,673

 
$
20,862

Branded prepaid revenues
2,393

 
2,385

 
2,399

 
9,543

 
9,598

Wholesale revenues
341

 
321

 
304

 
1,279

 
1,183

Roaming and other service revenues
153

 
131

 
102

 
499

 
349

Total service revenues
8,708

 
8,583

 
8,189

 
33,994

 
31,992

Equipment revenues
2,875

 
2,186

 
2,940

 
9,840

 
10,009

Other revenues
295

 
292

 
316

 
1,164

 
1,309

Total revenues
11,878

 
11,061

 
11,445

 
44,998

 
43,310

Operating expenses
 
 
 
 
 
 
 
 
 
Cost of services, exclusive of depreciation and amortization shown separately below
1,694

 
1,733

 
1,602

 
6,622

 
6,307

Cost of equipment sales, exclusive of depreciation and amortization shown separately below
3,518

 
2,704

 
3,568

 
11,899

 
12,047

Selling, general and administrative
3,656

 
3,498

 
3,498

 
14,139

 
13,161

Depreciation and amortization
1,776

 
1,655

 
1,640

 
6,616

 
6,486

Total operating expenses
10,644

 
9,590

 
10,308

 
39,276

 
38,001

Operating income
1,234

 
1,471

 
1,137

 
5,722

 
5,309

Other income (expense)
 
 
 
 
 
 
 
 
 
Interest expense
(182
)
 
(184
)
 
(194
)
 
(727
)
 
(835
)
Interest expense to affiliates
(98
)
 
(100
)
 
(104
)
 
(408
)
 
(522
)
Interest income
7

 
5

 
2

 
24

 
19

Other income (expense), net
4

 
3

 
(3
)
 
(8
)
 
(54
)
Total other expense, net
(269
)
 
(276
)
 
(299
)
 
(1,119
)
 
(1,392
)
Income before income taxes
965

 
1,195

 
838

 
4,603

 
3,917

Income tax expense
(214
)
 
(325
)
 
(198
)
 
(1,135
)
 
(1,029
)
Net income
751

 
870

 
640

 
3,468

 
2,888

 
 
 
 
 
 
 
 
 
 
Net income
$
751

 
$
870

 
$
640

 
$
3,468

 
$
2,888

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on cash flow hedges, net of tax effect of $69, ($88), ($115), ($187), ($115)
202

 
(257
)
 
(332
)
 
(536
)
 
(332
)
Other comprehensive income (loss)
202

 
(257
)
 
(332
)
 
(536
)
 
(332
)
Total comprehensive income
$
953

 
$
613

 
$
308

 
$
2,932

 
$
2,556

Earnings per share
 
 
 
 
 
 
 
 
 
Basic
$
0.88

 
$
1.02

 
$
0.75

 
$
4.06

 
$
3.40

Diluted
$
0.87

 
$
1.01

 
$
0.75

 
$
4.02

 
$
3.36

Weighted average shares outstanding
 
 
 
 
 
 
 
 
 
Basic
856,294,467

 
854,578,241

 
849,102,785

 
854,143,751

 
849,744,152

Diluted
864,158,739

 
862,690,751

 
856,344,347

 
863,433,511

 
858,290,174



34


T-Mobile US, Inc.
Consolidated Statements of Cash Flows  
(Unaudited)
 
Three Months Ended
 
Year Ended December 31,
(in millions)
December 31,
2019
 
September 30,
2019
 
December 31,
2018
 
2019
 
2018
Operating activities
 
 
 
 
 
 
 
 
 
Net income
$
751

 
$
870

 
$
640

 
$
3,468

 
$
2,888

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
 
 
 
 
 
 
Depreciation and amortization
1,776

 
1,655

 
1,640

 
6,616

 
6,486

Stock-based compensation expense
129

 
126

 
100

 
495

 
424

Deferred income tax expense
242

 
294

 
218

 
1,091

 
980

Bad debt expense
89

 
74

 
88

 
307

 
297

Losses from sales of receivables
39

 
28

 
30

 
130

 
157

Deferred rent expense

 

 
5

 

 
26

Losses on redemption of debt

 

 

 
19

 
122

Changes in operating assets and liabilities
 
 
 
 
 
 
 
 
 
Accounts receivable
(1,016
)
 
(745
)
 
(1,370
)
 
(3,709
)
 
(4,617
)
Equipment installment plan receivables
(537
)
 
(78
)
 
(755
)
 
(1,015
)
 
(1,598
)
Inventories
(478
)
 
(36
)
 
(244
)
 
(617
)
 
(201
)
Operating lease right-of-use assets
501

 
491

 

 
1,896

 

Other current and long-term assets
144

 
(118
)
 
128

 
(144
)
 
(181
)
Accounts payable and accrued liabilities
356

 
(395
)
 
505

 
17

 
(867
)
Short and long-term operating lease liabilities
(539
)
 
(549
)
 

 
(2,131
)
 

Other current and long-term liabilities
8

 
42

 
(48
)
 
144

 
(69
)
Other, net
72

 
89

 
17

 
257

 
52

Net cash provided by operating activities
1,537

 
1,748

 
954

 
6,824

 
3,899

Investing activities
 
 


 
 
 
 
 
 
Purchases of property and equipment, including capitalized interest of ($112), ($118), ($116), ($473), ($362)
(1,157
)
 
(1,514
)
 
(1,184
)
 
(6,391
)
 
(5,541
)
Purchases of spectrum licenses and other intangible assets, including deposits
(104
)
 
(13
)
 
(26
)
 
(967
)
 
(127
)
Proceeds from sales of tower sites
38

 

 

 
38

 

Proceeds related to beneficial interests in securitization transactions
980

 
900

 
1,450

 
3,876

 
5,406

Net cash related to derivative contracts under collateral exchange arrangements
(632
)
 

 

 
(632
)
 

Acquisition of companies, net of cash acquired

 
(31
)
 

 
(31
)
 
(338
)
Other, net
(12
)
 
1

 
(9
)
 
(18
)
 
21

Net cash (used in) provided by investing activities
(887
)
 
(657
)
 
231

 
(4,125
)
 
(579
)
Financing activities
 
 
 
 
 
 
 
 
 
Proceeds from issuance of long-term debt

 

 

 

 
2,494

Proceeds from borrowing on revolving credit facility

 
575

 
215

 
2,340

 
6,265

Repayments of revolving credit facility

 
(575
)
 
(215
)
 
(2,340
)
 
(6,265
)
Repayments of financing lease obligations
(248
)
 
(235
)
 
(192
)
 
(798
)
 
(700
)
Repayments of short-term debt for purchases of inventory, property and equipment, net
(475
)
 
(300
)
 
(54
)
 
(775
)
 
(300
)
Repayments of long-term debt

 

 

 
(600
)
 
(3,349
)
Repurchases of common stock

 

 

 

 
(1,071
)
Tax withholdings on share-based awards
(48
)
 
(4
)
 
(57
)
 
(156
)
 
(146
)
Cash payments for debt prepayment or debt extinguishment costs

 

 

 
(28
)
 
(212
)
Other, net
(4
)
 
(4
)
 
(8
)
 
(17
)
 
(52
)
Net cash used in financing activities
(775
)
 
(543
)
 
(311
)
 
(2,374
)
 
(3,336
)
Change in cash and cash equivalents
(125
)
 
548

 
874

 
325

 
(16
)
Cash and cash equivalents
 
 
 
 
 
 
 
 
 
Beginning of period
1,653

 
1,105

 
329

 
1,203

 
1,219

End of period
$
1,528

 
$
1,653

 
$
1,203

 
$
1,528

 
$
1,203

Supplemental disclosure of cash flow information
 
 
 
 
 
 
 
 
 
Interest payments, net of amounts capitalized
$
216

 
$
327

 
$
222

 
$
1,128

 
$
1,525

Operating lease payments (1)
689

 
703

 

 
2,783

 

Income tax payments
11

 
5

 
11

 
88

 
51

Non-cash investing and financing activities
 
 
 
 
 
 
 
 
 
Non-cash beneficial interest obtained in exchange for securitized receivables
$
1,647

 
$
1,734

 
$
1,376

 
$
6,509

 
$
4,972

(Decrease) increase in accounts payable for purchases of property and equipment
(29
)
 
(460
)
 
737

 
(935
)
 
65

Leased devices transferred from inventory to property and equipment
394

 
298

 
198

 
1,006

 
1,011

Returned leased devices transferred from property and equipment to inventory
(78
)
 
(65
)
 
(80
)
 
(267
)
 
(326
)
Short-term debt assumed for financing of property and equipment
25

 
475

 

 
800

 
291

Operating lease right-of-use assets obtained in exchange for lease obligations
538

 
989

 

 
3,621

 

Financing lease right-of-use assets obtained in exchange for lease obligations
98

 
395

 
434

 
1,041

 
885

d
(1)
On January 1, 2019, we adopted ASU 2016-02, “Leases (Topic 842),” which requires certain supplemental cash flow disclosures. Where these disclosures or a comparable figure were not required under the former lease standard, we have not retrospectively presented historical amounts.

35


T-Mobile US, Inc.
Supplementary Operating and Financial Data
(Unaudited)
 
Quarter
 
Year Ended December 31,
(in thousands)
Q1 2018
 
Q2 2018
 
Q3 2018
 
Q4 2018
 
Q1 2019
 
Q2 2019
 
Q3 2019
 
Q4 2019
 
2018
 
2019
Customers, end of period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Branded postpaid phone customers
34,744

 
35,430

 
36,204

 
37,224

 
37,880

 
38,590

 
39,344

 
40,345

 
37,224

 
40,345

Branded postpaid other customers
4,321

 
4,652

 
4,957

 
5,295

 
5,658

 
6,056

 
6,376

 
6,689

 
5,295

 
6,689

Total branded postpaid customers
39,065

 
40,082

 
41,161

 
42,519

 
43,538

 
44,646

 
45,720

 
47,034

 
42,519

 
47,034

Branded prepaid customers (1)
20,876

 
20,967

 
21,002

 
21,137

 
21,206

 
21,337

 
20,783

 
20,860

 
21,137

 
20,860

Total branded customers
59,941

 
61,049

 
62,163

 
63,656

 
64,744

 
65,983

 
66,503

 
67,894

 
63,656

 
67,894

Wholesale customers (1)
14,099

 
14,570

 
15,086

 
15,995

 
16,557

 
17,069

 
17,680

 
18,152

 
15,995

 
18,152

Total customers, end of period
74,040

 
75,619

 
77,249

 
79,651

 
81,301

 
83,052

 
84,183

 
86,046

 
79,651

 
86,046

Adjustment to branded prepaid customers (1)

 

 

 

 

 

 
(616
)
 

 

 
(616
)
(1)
On July 18, 2019, we entered into an agreement whereby certain T-Mobile branded prepaid products will now be offered and distributed by a current MVNO partner. As a result, we included a base adjustment in Q3 2019 to reduce branded prepaid customers by 616,000. Prospectively, new customer activity associated with these products is recorded within wholesale customers.
 
Quarter
 
Year Ended December 31,
(in thousands)
Q1 2018
 
Q2 2018
 
Q3 2018
 
Q4 2018
 
Q1 2019
 
Q2 2019
 
Q3 2019
 
Q4 2019
 
2018
 
2019
Net customer additions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Branded postpaid phone customers
617

 
686

 
774

 
1,020

 
656

 
710

 
754

 
1,001

 
3,097

 
3,121

Branded postpaid other customers
388

 
331

 
305

 
338

 
363

 
398

 
320

 
313

 
1,362

 
1,394

Total branded postpaid customers
1,005

 
1,017

 
1,079

 
1,358

 
1,019

 
1,108

 
1,074

 
1,314

 
4,459

 
4,515

Branded prepaid customers (1)
199

 
91

 
35

 
135

 
69

 
131

 
62

 
77

 
460

 
339

Total branded customers
1,204

 
1,108

 
1,114

 
1,493

 
1,088

 
1,239

 
1,136

 
1,391

 
4,919

 
4,854

Wholesale customers (1)
229

 
471

 
516

 
909

 
562

 
512

 
611

 
472

 
2,125

 
2,157

Total net customer additions
1,433

 
1,579

 
1,630

 
2,402

 
1,650

 
1,751

 
1,747

 
1,863

 
7,044

 
7,011

(1)
On July 18, 2019, we entered into an agreement whereby certain T-Mobile branded prepaid products will now be offered and distributed by a current MVNO partner. As a result, we included a base adjustment in Q3 2019 to reduce branded prepaid customers by 616,000. Prospectively, new customer activity associated with these products is recorded within wholesale customers.

 
Quarter
 
Year Ended December 31,
 
Q1 2018
 
Q2 2018
 
Q3 2018
 
Q4 2018
 
Q1 2019
 
Q2 2019
 
Q3 2019
 
Q4 2019
 
2018
 
2019
Branded postpaid phone churn
1.07
%
 
0.95
%
 
1.02
%
 
0.99
%
 
0.88
%
 
0.78
%
 
0.89
%
 
1.01
%
 
1.01
%
 
0.89
%
Branded prepaid churn
3.94
%
 
3.81
%
 
4.12
%
 
3.99
%
 
3.85
%
 
3.49
%
 
3.98
%
 
3.97
%
 
3.96
%
 
3.82
%

36


T-Mobile US, Inc.
Supplementary Operating and Financial Data (continued)
(Unaudited)
 
Quarter
 
Year Ended December 31,
 
Q1 2018
 
Q2 2018
 
Q3 2018
 
Q4 2018
 
Q1 2019
 
Q2 2019
 
Q3 2019
 
Q4 2019
 
2018
 
2019
Financial Measures
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service revenues (in millions)
$7,806
 
$7,931
 
$8,066
 
$8,189
 
$8,277
 
$8,426
 
$8,583
 
$8,708
 
$31,992
 
$33,994
Total revenues (in millions)
$10,455
 
$10,571
 
$10,839
 
$11,445
 
$11,080
 
$10,979
 
$11,061
 
$11,878
 
$43,310
 
$44,998
Net income (in millions)
$671
 
$782
 
$795
 
$640
 
$908
 
$939
 
$870
 
$751
 
$2,888
 
$3,468
Net income margin
8.6%
 
9.9%
 
9.9%
 
7.8%
 
11.0%
 
11.1%
 
10.1%
 
8.6%
 
9.0%
 
10.2%
Adjusted EBITDA (in millions)
$2,956
 
$3,233
 
$3,239
 
$2,970
 
$3,284
 
$3,461
 
$3,396
 
$3,242
 
$12,398
 
$13,383
Adjusted EBITDA margin
38.0%
 
41.0%
 
40.0%
 
36.3%
 
39.7%
 
41.1%
 
39.6%
 
37.2%
 
38.8%
 
39.4%
Selling, general and administrative (in millions)
$3,164
 
$3,185
 
$3,314
 
$3,498
 
$3,442
 
$3,543
 
$3,498
 
$3,656
 
$13,161
 
$14,139
Merger-related costs (in millions)
$—
 
$41
 
$53
 
$102
 
$113
 
$222
 
$159
 
$126
 
$196
 
$620
Selling, general and administrative excluding merger-related costs (in millions)
$3,164
 
$3,144
 
$3,261
 
$3,396
 
$3,329
 
$3,321
 
$3,339
 
$3,530
 
$12,965
 
$13,519
Cash purchases of property and equipment including capitalized interest (in millions)
$1,366
 
$1,629
 
$1,362
 
$1,184
 
$1,931
 
$1,789
 
$1,514
 
$1,157
 
$5,541
 
$6,391
Capitalized Interest (in millions)
$43
 
$102
 
$101
 
$116
 
$118
 
$125
 
$118
 
$112
 
$362
 
$473
Cash purchases of property and equipment excluding capitalized interest (in millions)
$1,323
 
$1,527
 
$1,261
 
$1,068
 
$1,813
 
$1,664
 
$1,396
 
$1,045
 
$5,179
 
$5,918
Net cash provided by operating activities (in millions)
$770
 
$1,261
 
$914
 
$954
 
$1,392
 
$2,147
 
$1,748
 
$1,537
 
$3,899
 
$6,824
Net cash (used in) provided by investing activities (in millions)
$(462)
 
$(306)
 
$(42)
 
$231
 
$(966)
 
$(1,615)
 
$(657)
 
$(887)
 
$(579)
 
$(4,125)
Net cash provided by (used in) financing activities (in millions)
$1,000
 
$(3,267)
 
$(758)
 
$(311)
 
$(190)
 
$(866)
 
$(543)
 
$(775)
 
$(3,336)
 
$(2,374)
Free Cash Flow (in millions)
$668
 
$774
 
$890
 
$1,220
 
$618
 
$1,169
 
$1,134
 
$1,398
 
$3,552
 
$4,319
Net cash proceeds from securitization (in millions)
$(150)
 
$25
 
$(18)
 
$(36)
 
$(18)
 
$95
 
$(3)
 
$(9)
 
$(179)
 
$65
Operating Metrics
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Branded postpaid phone ARPU
$46.66
 
$46.52
 
$46.17
 
$46.29
 
$46.07
 
$46.10
 
$46.22
 
$45.79
 
$46.40
 
$46.04
Branded prepaid ARPU
$38.90
 
$38.48
 
$38.34
 
$38.39
 
$37.65
 
$37.46
 
$38.16
 
$38.54
 
$38.53
 
$37.95
Branded postpaid accounts, end of period (in thousands)
13,237
 
13,498
 
13,753
 
14,015
 
14,234
 
14,480
 
14,734
 
15,029
 
14,015
 
15,029
Branded postpaid customers per account
2.95
 
2.97
 
2.99
 
3.03
 
3.06
 
3.08
 
3.10
 
3.13
 
3.03
 
3.13
Device Sales and Leased Devices
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Phones (in millions)
8.7
 
7.9
 
8.1
 
8.3
 
7.4
 
6.5
 
7.4
 
8.3
 
33.0
 
29.6
Branded postpaid upgrade rate
5%
 
6%
 
6%
 
6%
 
5%
 
5%
 
5%
 
6%
 
23%
 
21%
Device Financing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross EIP financed (in millions)
$1,572
 
$1,705
 
$1,762
 
$2,203
 
$1,742
 
$1,625
 
$1,535
 
$2,235
 
$7,242
 
$7,137
EIP billings (in millions)
$1,698
 
$1,585
 
$1,601
 
$1,664
 
$1,663
 
$1,645
 
$1,688
 
$1,762
 
$6,548
 
$6,758
EIP receivables, net (in millions)
$3,515
 
$3,530
 
$3,589
 
$4,085
 
$4,128
 
$4,050
 
$3,894
 
$4,183
 
$4,085
 
$4,183
Lease revenues (in millions)
$171
 
$177
 
$176
 
$168
 
$161
 
$143
 
$142
 
$153
 
$692
 
$599
Leased devices transferred from inventory to property and equipment (in millions)
$304
 
$280
 
$229
 
$198
 
$147
 
$167
 
$298
 
$394
 
$1,011
 
$1,006
Returned leased devices transferred from property and equipment to inventory (in millions)
$(82)
 
$(90)
 
$(74)
 
$(80)
 
$(57)
 
$(67)
 
$(65)
 
$(78)
 
$(326)
 
$(267)
Customer Quality
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EIP receivables classified as prime
43%
 
42%
 
42%
 
44%
 
46%
 
50%
 
51%
 
53%
 
44%
 
53%
EIP receivables classified as prime (including EIP receivables sold)
53%
 
52%
 
52%
 
53%
 
52%
 
52%
 
52%
 
53%
 
53%
 
53%
Total bad debt expense and losses from sales of receivables (in millions)
$106
 
$102
 
$128
 
$118
 
$108
 
$99
 
$102
 
$128
 
$454
 
$437


37


T-Mobile US, Inc.
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures
(Unaudited)

This Investor Factbook includes non-GAAP financial measures. The non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information provided in accordance with GAAP. Reconciliations for the non-GAAP financial measures to the most directly comparable GAAP financial measures are provided below. T-Mobile is not able to forecast net income on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect GAAP net income including, but not limited to, income tax expense, stock-based compensation expense and interest expense. Adjusted EBITDA should not be used to predict net income as the difference between the two measures is variable.

Adjusted EBITDA is reconciled to net income as follows:
 
Quarter
 
Year Ended December 31,
(in millions)
Q1 2018
 
Q2 2018
 
Q3 2018
 
Q4 2018
 
Q1 2019
 
Q2 2019
 
Q3 2019
 
Q4 2019
 
2018
 
2019
Net income
$
671

 
$
782

 
$
795

 
$
640

 
$
908

 
$
939

 
$
870

 
$
751

 
$
2,888

 
$
3,468

Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
251

 
196

 
194

 
194

 
179

 
182

 
184

 
182

 
835

 
727

Interest expense to affiliates
166

 
128

 
124

 
104

 
109

 
101

 
100

 
98

 
522

 
408

Interest income
(6
)
 
(6
)
 
(5
)
 
(2
)
 
(8
)
 
(4
)
 
(5
)
 
(7
)
 
(19
)
 
(24
)
Other (income) expense, net
(10
)
 
64

 
(3
)
 
3

 
(7
)
 
22

 
(3
)
 
(4
)
 
54

 
8

Income tax expense
210

 
286

 
335

 
198

 
295

 
301

 
325

 
214

 
1,029

 
1,135

Operating income
1,282

 
1,450

 
1,440

 
1,137

 
1,476

 
1,541

 
1,471

 
1,234

 
5,309

 
5,722

Depreciation and amortization
1,575

 
1,634

 
1,637

 
1,640

 
1,600

 
1,585

 
1,655

 
1,776

 
6,486

 
6,616

Stock-based compensation (1)
96

 
106

 
102

 
85

 
93

 
111

 
108

 
111

 
389

 
423

Merger-related costs

 
41

 
53

 
102

 
113

 
222

 
159

 
126

 
196

 
620

Other, net (2)
3

 
2

 
7

 
6

 
2

 
2

 
3

 
(5
)
 
18

 
2

Adjusted EBITDA
$
2,956

 
$
3,233

 
$
3,239

 
$
2,970

 
$
3,284

 
$
3,461

 
$
3,396

 
$
3,242

 
$
12,398

 
$
13,383

(1)
Stock-based compensation includes payroll tax impacts and may not agree to stock-based compensation expense in the Consolidated Financial Statements. Additionally, certain stock-based compensation expenses associated with the Transactions have been included in Merger-related costs.
(2)
Other, net may not agree to the Consolidated Statements of Comprehensive Income primarily due to certain non-routine operating activities, such as other special items that would not be expected to reoccur or are not reflective of T-Mobile’s ongoing operating performance, and are therefore excluded in Adjusted EBITDA.


38


T-Mobile US, Inc.
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures (continued)
(Unaudited)

Net debt (excluding tower obligations)(1) to last twelve months Net income and Adjusted EBITDA ratios are calculated as follows:
(in millions, except net debt ratios)
Mar 31,
2018
 
Jun 30,
2018
 
Sep 30,
2018
 
Dec 31,
2018
 
Mar 31,
2019
 
Jun 30,
2019
 
Sep 30,
2019
 
Dec 31,
2019
Short-term debt
$
3,320

 
$
1,004

 
$
783

 
$
841

 
$
250

 
$
300

 
$
475

 
$
25

Short-term debt to affiliates
445

 
320

 

 

 
598

 

 

 

Short-term financing lease liabilities (1)

 

 

 

 
911

 
963

 
1,013

 
957

Long-term debt
12,127

 
12,065

 
11,993

 
12,124

 
10,952

 
10,954

 
10,956

 
10,958

Long-term debt to affiliates
14,586

 
14,581

 
14,581

 
14,582

 
13,985

 
13,985

 
13,986

 
13,986

Financing lease liabilities (1)

 

 

 

 
1,224

 
1,314

 
1,440

 
1,346

Less: Cash and cash equivalents
(2,527
)
 
(215
)
 
(329
)
 
(1,203
)
 
(1,439
)
 
(1,105
)
 
(1,653
)
 
(1,528
)
Net debt (excluding tower obligations)
$
27,951

 
$
27,755

 
$
27,028

 
$
26,344

 
$
26,481

 
$
26,411

 
$
26,217

 
$
25,744

Divided by: Last twelve months Net income
$
4,509

 
$
4,710

 
$
4,955

 
$
2,888

 
$
3,125

 
$
3,282

 
$
3,357

 
$
3,468

Net debt (excluding tower obligations) to last twelve months Net income Ratio
6.2

 
5.9

 
5.5

 
9.1

 
8.5

 
8.0

 
7.8

 
7.4

Divided by: Last twelve months Adjusted EBITDA
$
11,501

 
$
11,722

 
$
12,139

 
$
12,398

 
$
12,726

 
$
12,954

 
$
13,111

 
$
13,383

Net debt (excluding tower obligations) to last twelve months Adjusted EBITDA Ratio
2.4

 
2.4

 
2.2

 
2.1

 
2.1

 
2.0

 
2.0

 
1.9

(1)
In Q1 2019, the adoption of the new lease accounting standard resulted in a reclassification of capital lease liabilities previously included in Short-term debt and Long-term debt to Short-term financing lease liabilities and Financing lease liabilities in our Consolidated Balance Sheet. In Q1 2019, we redefined Net debt (excluding tower obligations) to reflect the above changes in classification and present Net debt (excluding tower obligations) on a consistent basis for investor transparency. The effects of this change are applied prospectively, consistent with the adoption of the standard. See Note 1 – Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2019, for additional details.
Free Cash Flow is calculated as follows:
 
Quarter
 
Year Ended December 31,
(in millions)
Q1 2018
 
Q2 2018
 
Q3 2018
 
Q4 2018
 
Q1 2019
 
Q2 2019
 
Q3 2019
 
Q4 2019
 
2018
 
2019
Net cash provided by operating activities
$
770

 
$
1,261

 
$
914

 
$
954

 
$
1,392

 
$
2,147

 
$
1,748

 
$
1,537

 
$
3,899

 
$
6,824

Cash purchases of property and equipment
(1,366
)
 
(1,629
)
 
(1,362
)
 
(1,184
)
 
(1,931
)
 
(1,789
)
 
(1,514
)
 
(1,157
)
 
(5,541
)
 
(6,391
)
Proceeds from sales of tower sites

 

 

 

 

 

 

 
38

 

 
38

Proceeds related to beneficial interests in securitization transactions
1,295

 
1,323

 
1,338

 
1,450

 
1,157

 
839

 
900

 
980

 
5,406

 
3,876

Cash payments for debt prepayment or debt extinguishment costs
(31
)
 
(181
)
 

 

 

 
(28
)
 

 

 
(212
)
 
(28
)
Free Cash Flow
668

 
774

 
890

 
1,220

 
618

 
1,169

 
1,134

 
1,398

 
3,552

 
4,319

Payments for merger-related costs

 
17

 
23

 
46

 
34

 
151

 
124

 
133

 
86

 
442

Free Cash Flow, excluding payments for merger-related costs
$
668

 
$
791

 
$
913

 
$
1,266

 
$
652

 
$
1,320

 
$
1,258

 
$
1,531

 
$
3,638

 
$
4,761

Net cash (used in) provided by investing activities
$
(462
)
 
$
(306
)
 
$
(42
)
 
$
231

 
$
(966
)
 
$
(1,615
)
 
$
(657
)
 
$
(887
)
 
$
(579
)
 
$
(4,125
)
Net cash provided by (used in) financing activities
$
1,000

 
$
(3,267
)
 
$
(758
)
 
$
(311
)
 
$
(190
)
 
$
(866
)
 
$
(543
)
 
$
(775
)
 
$
(3,336
)
 
$
(2,374
)


39


T-Mobile US, Inc.
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures (continued)
(Unaudited)

Our guidance range for Free Cash Flow is calculated as follows:
 
FY
(in millions)
2020 Guidance Range
Net cash provided by operating activities (1)
$
7,900

 
$
8,500

Cash purchases of property and equipment
(5,900
)
 
(6,200
)
Proceeds related to beneficial interests in securitization transactions
3,400

 
3,500

Free Cash Flow
$
5,400

 
$
5,800

(1)
Guidance for Net cash provided by operating activities excludes payments for merger-related costs and any settlement of interest rate swaps, which are not available without unreasonable effort and may be significant. The interest rate swaps will be settled upon the issuance of fixed-rate debt or the mandatory termination date of June 3, 2020. See Note 7 – Fair Value Measurements in our Annual Report on Form 10-K for the year ended December 31, 2019, for additional details.

Free Cash Flow three-year CAGR, excluding payments for merger-related costs, for the three-year period ended December 31, 2019, is calculated as follows:
 
FY
 
 
(in millions, except CAGR)
2016
 
2019
 
CAGR
Net cash provided by operating activities
$
2,779

 
$
6,824

 
35
%
Payments for merger-related costs

 
442

 
 
Net cash provided by operating activities excluding payments for merger-related costs
2,779

 
7,266

 
38
%
Cash purchases of property and equipment
(4,702
)
 
(6,391
)
 
11
%
Proceeds from sales of tower sites

 
38

 
 
Proceeds related to beneficial interests in securitization transactions
3,356

 
3,876

 
 
Cash payments for debt prepayment or debt extinguishment costs

 
(28
)
 
 
Free Cash Flow excluding payments for merger-related costs
$
1,433

 
$
4,761

 
49
%



40


T-Mobile US, Inc.
Reconciliation of Operating Measures to Service Revenues
(Unaudited)

The following table illustrates the calculation of our operating measure ARPU and reconciles this measure to the related service revenues:
(in millions, except average number of customers and ARPU)
Quarter
 
Year Ended December 31,
Q1 2018
 
Q2 2018
 
Q3 2018
 
Q4 2018
 
Q1 2019
 
Q2 2019
 
Q3 2019
 
Q4 2019
 
2018
 
2019
Calculation of Branded Postpaid Phone ARPU
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Branded postpaid service revenues
$
5,070

 
$
5,164

 
$
5,244

 
$
5,384

 
$
5,493

 
$
5,613

 
$
5,746

 
$
5,821

 
$
20,862

 
$
22,673

Less: Branded postpaid other revenues
(259
)
 
(272
)
 
(289
)
 
(297
)
 
(310
)
 
(326
)
 
(346
)
 
(362
)
 
(1,117
)
 
(1,344
)
Branded postpaid phone service revenues
$
4,811

 
$
4,892

 
$
4,955

 
$
5,087

 
$
5,183

 
$
5,287

 
$
5,400

 
$
5,459

 
$
19,745

 
$
21,329

Divided by: Average number of branded postpaid phone customers (in thousands) and number of months in period
34,371

 
35,051

 
35,779

 
36,631

 
37,504

 
38,226

 
38,944

 
39,736

 
35,458

 
38,602

Branded postpaid phone ARPU
$
46.66

 
$
46.52

 
$
46.17

 
$
46.29

 
$
46.07

 
$
46.10

 
$
46.22

 
$
45.79

 
$
46.40

 
$
46.04

Calculation of Branded Prepaid ARPU
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Branded prepaid service revenues
$
2,402

 
$
2,402

 
$
2,395

 
$
2,399

 
$
2,386

 
$
2,379

 
$
2,385

 
$
2,393

 
$
9,598

 
$
9,543

Divided by: Average number of branded prepaid customers (in thousands) and number of months in period
20,583

 
20,806

 
20,820

 
20,833

 
21,122

 
21,169

 
20,837

 
20,691

 
20,761

 
20,955

Branded prepaid ARPU
$
38.90

 
$
38.48

 
$
38.34

 
$
38.39

 
$
37.65

 
$
37.46

 
$
38.16

 
$
38.54

 
$
38.53

 
$
37.95




41


Definitions of Terms

Operating and financial measures are utilized by T-Mobile’s management to evaluate its operating performance and, in certain cases, its ability to meet liquidity requirements. Although companies in the wireless industry may not define measures in precisely the same way, T-Mobile believes the measures facilitate key operating performance comparisons with other companies in the wireless industry to provide management, investors and analysts with useful information to assess and evaluate past performance and assist in forecasting future performance.
 
1.
Customer - SIM number with a unique T-Mobile mobile identifier which is associated with an account that generates revenue. Branded customers generally include customers that are qualified either for postpaid service, where they generally pay after incurring service, or prepaid service, where they generally pay in advance. Wholesale customers include Machine-to-Machine (M2M) and Mobile Virtual Network Operator (MVNO) customers that operate on T-Mobile’s network, but are managed by wholesale partners.
2.
Churn - Number of customers whose service was disconnected as a percentage of the average number of customers during the specified period. The number of customers whose service was disconnected is presented net of customers that subsequently have their service restored within a certain period of time.
3.
Customers per account - The number of branded postpaid customers as of the end of the period divided by the number of branded postpaid accounts as of the end of the period. An account may include branded postpaid phone, mobile broadband, and DIGITS customers.
4.
Average Revenue Per User (ARPU) - Average monthly service revenue earned from customers. Service revenues for the specified period divided by the average customers during the period, further divided by the number of months in the period.
Branded postpaid phone ARPU excludes branded postpaid other customers and related revenues.
Service revenues - Branded postpaid, including handset insurance, branded prepaid, wholesale, and roaming and other service revenues.
5.
Cost of services - Costs directly attributable to providing wireless service through the operation of T-Mobile’s network, including direct switch and cell site costs, such as rent, network access and transport costs, utilities, maintenance, associated labor costs, long distance costs, regulatory program costs, roaming fees paid to other carriers and data content costs.
Cost of equipment sales - Costs of devices and accessories sold to customers and dealers, device costs to fulfill insurance and warranty claims, write-downs of inventory related to shrinkage and obsolescence, and shipping and handling costs.
Selling, general and administrative expenses - Costs not directly attributable to providing wireless service for the operation of sales, customer care and corporate activities. These include all commissions paid to dealers and retail employees for activations and upgrades, labor and facilities costs associated with retail sales force and administrative space, marketing and promotional costs, customer support and billing, bad debt expense and administrative support activities.
6.
Net income margin - Margin % calculated as net income divided by service revenues.
7.
Adjusted EBITDA - Earnings before interest expense, net of interest income, income tax expense, depreciation and amortization expense, non-cash stock-based compensation and certain expenses not reflective of T-Mobile’s ongoing operating performance such as merger-related costs. Adjusted EBITDA margin represents Adjusted EBITDA divided by service revenues. Adjusted EBITDA is a non-GAAP financial measure utilized by T-Mobile’s management to monitor the financial performance of our operations. T-Mobile uses Adjusted EBITDA internally as a measure to evaluate and compensate its personnel and management for their performance, and as a benchmark to evaluate T-Mobile’s operating performance in comparison to its competitors. Management believes analysts and investors use Adjusted EBITDA as a supplemental measure to evaluate overall operating performance and facilitate comparisons with other wireless communications companies because it is indicative of T-Mobile’s ongoing operating performance and trends by excluding the impact of interest expense from financing, non-cash depreciation and amortization from capital investments, non-cash stock-based compensation, network decommissioning costs and costs related to the Transactions, as they are not indicative of T-Mobile’s ongoing operating performance, as well as certain other nonrecurring income and expenses. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for income from operations, net income or any other measure of financial performance reported in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).
8.
Adjusted EBITDA Margin - Margin % calculated as Adjusted EBITDA divided by service revenues.
9.
Smartphones - UMTS/HSPA/HSPA+ 21/HSPA+ 42/4G LTE enabled converged devices, which integrate voice and data services.
10.
Free Cash Flow - Net cash provided by operating activities less cash purchases of property and equipment, including proceeds from sales of tower sites and proceeds related to beneficial interests in securitization transactions and less cash payments for debt prepayment or debt extinguishment costs. Free Cash Flow is utilized by T-Mobile’s management, investors, and analysts to evaluate cash available to pay debt and provide further investment in the business. The reconciliation of Free Cash Flow to net cash provided by operating activities is detailed in the Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures schedule. In Q1 2018, we made an accounting change to reduce net cash provided by operating activities by the deferred purchase price less payments for debt prepayment or debt extinguishment costs, as a result of the adoption of ASU 2016-15. Free Cash Flow has been redefined to reflect the changes in classification and present cash flows on a consistent basis for investor transparency.
11.
Net debt - Short-term debt, short-term debt to affiliates, long-term debt, and long-term debt (excluding tower obligations) to affiliates, short-term financing lease liabilities and financing lease liabilities, less cash and cash equivalents. Leases classified as capital leases under the previous standard are included in Financing Lease liabilities within our Consolidated Balance Sheet under the new lease standard. The liabilities related to these leases are included in the Net debt calculation under the previous and new lease standards.

42


Cautionary Statement Regarding Forward-Looking Statements

This communication includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including information concerning T-Mobile US, Inc.’s future results of operations, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “could” or similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties and may cause actual results to differ materially from the forward-looking statements. Important factors that could affect future results and cause those results to differ materially from those expressed in the forward-looking statements include, among others, the following: the failure to obtain, or delays in obtaining, regulatory approval for the merger (the “Merger”) with Sprint Corporation (“Sprint”), pursuant to the Business Combination Agreement with Sprint and other parties therein (as amended, the “Business Combination Agreement”) and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”), risks associated with the actions and conditions we have agreed to in connection with regulatory approval for the Transactions, and the risk that such regulatory approval may result in the imposition of additional conditions that, if accepted by the parties, could adversely affect the combined company or the expected benefits of the Transactions, or the failure to satisfy any of the other conditions to the Transactions on a timely basis or at all; the risk that the antitrust litigation related to the Transactions brought by the attorneys general of certain states and the District of Columbia will result in an order preventing the completion of the Transactions and the risk of other litigation or regulatory or regulatory actions related to the Transactions; the exercise by one or both parties of a right to terminate the Business Combination Agreement; adverse effects on the market price of our common stock or on our operating results because of a failure to complete the Merger in the anticipated timeframe, on the anticipated terms or at all; inability to obtain the financing contemplated to be obtained in connection with the Transactions on the expected terms or timing or at all; the ability of us, Sprint and the combined company to make payments on debt or to repay existing or future indebtedness when due or to comply with the covenants contained therein; adverse changes in the ratings of our or Sprint’s debt securities or adverse conditions in the credit markets; negative effects of the announcement, pendency or consummation of the Transactions on the market price of our common stock and on our or Sprint’s operating results, including as a result of changes in key customer, supplier, employee or other business relationships; the assumption of significant liabilities in connection with, and significant costs related to the Transactions, including financing costs and unknown liabilities of Sprint that may become liabilities of the combined company or that may otherwise arise and financing costs; failure to realize the expected benefits and synergies of the Transactions in the expected timeframes, in part or at all; costs or difficulties related to the integration of Sprint’s network and operations into our network and operations, including intellectual property and communications systems, administrative and information technology infrastructure and accounting, financial reporting and internal control systems; differences with Sprint’s control environments, cultures, and auditor expectations may result in future material weaknesses, significant deficiencies, and/or control deficiencies while we work to integrate the companies and align guidelines and practices; costs or difficulties related to the completion of the divestiture of Sprint’s prepaid wireless businesses to DISH Network Corporation and the satisfaction of any related government commitments to such divestiture; the inability of us, Sprint or the combined company to retain and hire key personnel; the risk that certain contractual restrictions contained in the Business Combination Agreement during the pendency of the Transactions could adversely affect our or Sprint’s ability to pursue business opportunities or strategic transactions; adverse economic, political or market conditions in the U.S. and international markets; competition, industry consolidation, and changes in the market for wireless services, which could negatively affect our ability to attract and retain customers; the effects of any future merger, investment, or acquisition involving us, as well as the effects of mergers, investments, or acquisitions in the technology, media and telecommunications industry; challenges in implementing our business strategies or funding our operations, including payment for additional spectrum or network upgrades; the possibility that we may be unable to renew our spectrum licenses on attractive terms or acquire new spectrum licenses at reasonable costs and terms; difficulties in managing growth in wireless data services, including network quality; material changes in available technology and the effects of such changes, including product substitutions and deployment costs and performance; the timing, scope and financial impact of our deployment of advanced network and business technologies; the impact on our networks and business from major technology equipment failures; inability to implement and maintain effective cyber security measures over critical business systems; breaches of our and/or our third-party vendors’ networks, information technology and data security, resulting in unauthorized access to customer confidential information; natural disasters, terrorist attacks or similar incidents; unfavorable outcomes of existing or future litigation; any changes in the regulatory environments in which we operate, including any increase in restrictions on the ability to operate our networks and changes in data privacy laws; any disruption or failure of our third parties’ or key suppliers’ provisioning of products or services; material adverse changes in labor matters, including labor campaigns, negotiations or additional organizing activity, and any resulting financial, operational and/or reputational impact; changes in accounting assumptions that regulatory agencies, including the Securities and Exchange Commission (“SEC”), may require, which could result in an impact on earnings; changes in tax laws, regulations and existing standards and the resolution of disputes with any taxing jurisdictions; the possibility that the reset process under our trademark license results in changes to the royalty rates for our trademarks; the possibility that we may be unable to adequately protect our intellectual property rights or be accused of infringing the intellectual property rights of others; our business, investor confidence in our financial results and stock price may be adversely affected if our internal controls are not effective; the occurrence of high fraud rates related to device financing, credit cards, dealers, or subscriptions; and interests of our majority stockholder may differ from the interests of other stockholders. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law.



Important Additional Information

In connection with the Transactions, T-Mobile US, Inc. (“T-Mobile”) has filed a registration statement on Form S-4 (File No. 333-226435), which contains a joint consent solicitation statement of T-Mobile and Sprint Corporation (“Sprint”), that also constitutes a prospectus of T-Mobile (the “joint consent solicitation statement/prospectus”), and each party will file other documents regarding the Transactions with the SEC. The registration statement on Form S-4 was declared effective by the SEC on October 29, 2018, and T-Mobile and Sprint commenced mailing the joint consent solicitation statement/prospectus to their respective stockholders on October 29, 2018. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT CONSENT SOLICITATION STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain these documents free of charge from the SEC’s website or from T-Mobile or Sprint. The documents filed by T-Mobile may be obtained free of charge at T-Mobile’s website, at www.t-mobile.com, or at the SEC’s website, at www.sec.gov, or from T-Mobile by requesting them by mail at T-Mobile US, Inc., Investor Relations, 1 Park Avenue, 14th Floor, New York, NY 10016, or by telephone at 212-358-3210. The documents filed by Sprint may be obtained free of charge at Sprint’s website, at www.sprint.com, or at the SEC’s website, at www.sec.gov, or from Sprint by requesting them by mail

43


at Sprint Corporation, Shareholder Relations, 6200 Sprint Parkway, Mailstop KSOPHF0302-3B679, Overland Park, Kansas 66251, or by telephone at 913-794-1091.


No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

About T-Mobile US, Inc.

As America’s Un-carrier, T-Mobile US, Inc. (NASDAQ: TMUS) is redefining the way consumers and businesses buy wireless services through leading product and service innovation. Our nationwide 5G and advanced 4G LTE network delivers outstanding wireless experiences to 86.0 million customers who are unwilling to compromise on quality and value. Based in Bellevue, Washington, T-Mobile US provides services through its subsidiaries and operates its flagship brands, T-Mobile and Metro by T-Mobile. For more information, please visit http://www.T-Mobile.com or join the conversation on Twitter using $TMUS.

44